iSmart - Terms of Use

Terms of Use

Usage of the iSmart Web Portal

The https://getismart.com web portal (“Portal”) is owned by iSmart Ltd (“iSmart”). iSmart operates this Portal and other domains that point to the same Portal. The list of domains are the following: http://ismart.education, http://ismart.io, http://ismart.school, http://ismart.support, http://ismart.technology.

The purpose of this website is to provide you, the user, with information about the services offered by iSmart. By using the iSmart Portal you accept the terms and conditions of use described below. Should you not accept these, you should not use the iSmart Portal.

General Service

Terms and Conditions

These Terms and Conditions (“Terms”) represent a binding agreement between iSmart and You. It is important that You understand Your responsibilities and the limitations to the services which You choose to use. Our services are diverse and as a result additional service-specific terms may apply. If this is the case, these service specific terms shall become part of Our Terms.

Please use Our services responsibly. By using Our website or any of Our services, You agree to Our Terms. Take note that these Terms may change from time to time. If You have used Our services before, You cannot assume that the Terms are still the same. You should review them on a regular basis and check the effective date and version number in force from time to time.

Introduction

You wish to use iSmart services (meaning services as provided under these Terms; hereinafter “Service,” or “Free Service,” collectively the “Services”) as either a paying customer (“Customer”) and/or Our Free Service as a non-paying customer (“Non-Paying Customer”). By applying for the services using Our online order form You are using Our services as a Non-Paying Customer according to the Clause 3.b until decided otherwise at iSmart’s sole discretion.
iSmart means a brand of iSmart Ltd., a company registered in Malta and whose registered office is situated at [insert address here] (hereinafter “iSmart”; “We”; “Our”; “Us”).
You wish to use the Services and We are willing to make the Services available to You subject to and in accordance with these Terms

Binding Effect

You are entering into a binding agreement. If You accept these Terms and Conditions of Our Service on behalf of Your employer or another person, You confirm that You have the consent of Your employer or that person to act on their behalf. THESE TERMS APPLY TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON iSmart’s PORTAL, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, You may be required to have certain hardware and software, which are Your solely responsible for.

In the case of iSmart Home it is intended that the parents subscribe to the service on behalf of their child and set the username and password for their child accordingly.

In the case of iSmart Class/School the school subscribes to the service on behalf of its students and sets the username and password per student and distributes the same accordingly.

The Services

The Service enables a subscriber to use Our Portal and/or iSmart solution and any related applications (including mobile applications) as set out as part of Your online registration.
- Any such billable unit under the Services shall be referred in these Terms and Conditions as a “Service Charge”.
The Free Service will enable Non-Paying Customers to:
Some or all elements of the Free Service may be accessed via a web application, an email gateway, a software tool and/or a web service more particularly described on our Portal at https://getismart.com.
We strive to continually improve our Services and offerings. You acknowledge that we may change our APIs from time to time, and that it is Your responsibility to ensure that Your use of the Services is compatible with the then-current APIs for the Service. While we endeavour to avoid changes to our APIs that are not backward compatible, in the event that such a change is implemented We will use reasonable efforts to inform You of any material changes with notice whenever possible so that You can adjust your applications accordingly.
You shall be fully responsible for the content of the messages sent to Your customers or any third party.

Availability and Interruption of the Service

We will make the Services available to You as either a Customer and/or a Non-Paying Customer using reasonable skill and care. You do however acknowledge and agree that the availability of the Services, Your ability to access and/or use the Services and the conducting of any given Service Charge may depend upon factors beyond Our reasonable control, including (but not limited to):

Factors affecting the operation of the Services and/or preventing Service Charge from being successfully conducted such as, by way of example, disruption of internet connectivity or a denial of service attack on our servers; or
Factors preventing end-users from concluding a Service Charge transaction such as, by way of example, non-conclusion of payment transaction through electronic means.

We cannot therefore guarantee:
- That the Services will be available to You at all times or free from faults or interruptions;
- The receipt by any intended recipient of any Service Charge sent using the Services (as applicable);
- That the device on which the softare is installed is suitable for the Service;
- An improvement in the child or student’s behaviour or improvement in educational ability as a consequence of using the Service.
We will not be in any way liable for any failure to make the Services available to You to the extent that such failure results from a technical or other failure on the part of any network or any other event which is beyond Our reasonable control. We provide all services “as is” and “as available” and on a best effort basis, and We hereby do not warrant, represent or guarantee, whether expressly or impliedly, that any Services are free of errors or interruptions, always available, fit for any purpose, secure or do not infringe any third-party rights.
We may, at Our sole discretion, alter or improve the Services We provide to You at any time, provided that any such alteration does not materially affect the nature or detract from the functionality of the Services.
It may be necessary from time to time for Us to suspend the Services that We provide to You for routine or emergency maintenance and/or repairs and We will, in so far as it is reasonably possible, provide You with a reasonable period of notice prior to any such suspension.
- We may at Our sole discretion suspend Your access to the Services and/or cease to allow any Service Charges to be conducted by You at any time. We are entitled to terminate these Terms for any reason, in which case We will give You appropriate notice as soon as is reasonably possible.
- Should Your account utilized in the provision of iSmart Service be inactive for a period of six (6) months it shall be at iSmart’s sole discretion to suspend iSmart Services to You. You may reactivate the account with a request to iSmart sent three (3) working days prior to the required reactivation.

Your Account and its Management

After the Free Service session is completed, You have the option to request the full Service which will enable You to become a Paying Customer.
You are responsible for providing suitable hardware or communications equipment, and for all other infrastructure necessary to ensure Your access to Our Services
You hereby authorize Us to send notices to You relating to these Terms (e.g., notices of breach and/or suspension and regarding Our Service) via e-mail to the e-mail address You provide to Us in your Account or otherwise on the Services, in addition to the other means and methods set forth in these Terms. It is Your responsibility to keep Your e-mail address current, and You will be deemed to have received any e-mail sent to the last known e-mail address We have on record for You. Notices that We send to You via e-mail will be deemed effective upon our sending of the e-mail. Notices provided to Us under these Terms shall be sent to the attention of The Technical Department – [email protected] at:

Unless otherwise specified in these Term, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Passwords and Security

In order to provide Our services, We may require certain information from You. You must ensure that the information provided by You is complete and accurate and up to date at all times. We may suspend or terminate any service if You give information that is incomplete and/or inaccurate. You warrant that all information You provide to Us is complete and accurate and You indemnify iSmart against any liability that may arise as a result of Your failure to provide complete and accurate information. You must immediately notify Us if any of Your information changes and requires updating in Our records.
We will give You or ask You to choose a username and password for each account. We may change, cancel or suspend Your password which You will be notified about.
You:
- must keep Your username and password confidential at all times;
- must not circumvent, or attempt to circumvent, Our user authentication systems;
- must tell Us immediately if there is any unauthorized use of Your account or any other breach of security;
- are entirely responsible for all payments and any activities that occur on Your account;
- are liable for any damage, loss or costs that we or any third party may sustain as a result of any of your actions, or any actions of a third party using Your password, account name or account information; and
- must indemnify Us against any claim from any use of Your password, account name or account information by a third party or as a result of Your violation of this section.

Support services

Customer Charges and Payment

The provisions of this Term apply to Paying Customers only.
You agree to pay all Charges due to Us in respect of making the Service available to You and Your access to and use of the Service by the prepayment method and in accordance with the Terms as set hereof.
You agree to pre-purchase the Service by means of a subscription (‘Subscriptions’). Depending on the plan you opt for you will be billed in advance on a monthly or yearly basis.
Any Subscriptions purchased by You are only valid for the period in respect of which they have been allocated. However, You will still be allowed to purchase new Subscriptions and expand your allocation for the given period at any time.
You shall be solely responsible, by seeking adequate Subscriptions and checking Your remaining available Subscription period on Our website at https://getismart.com, for ensuring that You have enough remaining Subscription to meet Your requirements from time to time and We shall not be in any way responsible or liable in the event that Your Subscription has expired during any period.
If You do not pay any Subscriptions in accordance with the applicable payment terms, We reserve the right to, in Our sole discretion, suspend Your access to the Service until further payment is received by Us which fully covers any unpaid Subscriptions.
You are responsible for the payment of all bank and finance charges incurred by You in the use of the Service. Unless otherwise specified in the pricing section of the Service, all charges and fees for the Service are exclusive of any applicable tax and any such tax, levy, importation tax, duty, fee, surcharge or withholding tax shall be borne by You over and above the specified fees in the pricing schedule provided to You by Us. Please ensure that the amount received on Our Paypal and/or bank account, after deductions, corresponds to the full amount you owe Us.
You will not be able to receive any refund for the payment made (“No refund, exchange only”). The latter shall not prevent any refund to be made according to the applicable consumer protection laws in force from time to time in Malta.

Use of Service

You warrant that You will not:
- Use the Services or permit the Services to be used solely in accordance with the manner in which iSmart is intended to be used;
- Use the Services or permit the Services to be used for any improper, fraudulent, immoral or unlawful purpose;
- Use the Services or permit the Services to be used for the transmission of any material which is of a defamatory, offensive, abusive, obscene or menacing character or nature;
- Use the Services or permit the Services to be used in a manner that infringes the intellectual property rights or any other proprietary rights of iSmart or any third party; or
- Use the Services or permit the Services to be used in a manner that may injure or damage any person or property or cause the quality of the Services to be impaired.
You will at all times during the continuation of the Agreement:
- Use the Service in compliance with all applicable laws, regulations and Codes and that contain nothing which is likely to cause offense in view of the generally prevailing standards of decency and propriety from time to time;
- Comply with all reasonable directions and instructions issued by Us from time to time in relation to the Services;
- Comply with and observe at all times all applicable laws, regulations and Codes and any directions, recommendations and decisions of any Regulator, where applicable; and
- Not act in any manner likely to bring Us, the Service, the Free Service or any third party into disrepute.
You will, upon request, provide Us or any Regulator with any information relating to Your use of the Services that the requesting party reasonably requires. You are responsible for ensuring that any information relating to Your end-users, including (but not limited to) Your end-user Data, is accurate and complete.

Disclaimers, Limitations of Liability and Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, iSmart SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER SRVICES OBTAINED THROUGH THE SITE; (iii) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA AND/OR VERIFIED PROFILE; AND (iv) ANY OTHER MATTER RELATING TO THE PORTAL AND/OR THE SERVICES OFFERED ON THE PORTAL.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE iSMART ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to indemnify and hold iSmart, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against iSmart by any third party due to, arising out of or in connection with your use of the Portal and/or the Services.
We will not be in any way liable for the content of sent or transmitted by You using the Service and the full responsibility for such content shall rest on You. You must observe all relevant legislation and regulations applicable in your jurisdiction and in the jurisdiction of all persons with whom you communicate directly when using the Service. By using the Service, you also agree to be bound by the Terms of Use.
Subject to any express provision to the contrary in these Terms, We will not in any circumstances be liable to You (as either a Customer or a Non-Paying Customer) in contract, tort, negligence or otherwise for any economic loss (including, but not limited to, any loss or profits, business, contracts, revenue, turnover or anticipated savings) or for any indirect or consequential losses, whether or not they were foreseen or foreseeable.
Each party acknowledges that neither You (as either a Customer or a Non-Paying Customer), nor We, have entered into the Terms on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in the Terms and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.
We shall at all times in respect of the subject matter of these Terms comply with all applicable laws, regulations and rules having equivalent effect.
You shall be responsible for explaining and answering to any complaints that We receive from any relevant regulatory body resulting from your use of the Service and/or Free Service. We will forward any complaints to you as soon as it is reasonably possible. You must follow the applicable complaint procedures and respond to each complaint within the timeframes specified by the relevant regulatory body and must forward a copy of your response to Us immediately. You will be liable for any fines and/or penalties imposed by any regulatory body against You or Us or any of our associated companies, due to Your contravention of these Terms.

Term and Termination

If at any time You wish to terminate the Terms, You must either:
- Terminate your Subscription to the Service through the Portal;
- You may also cancel your Subscription in writing by email or formal letter by sending us such instruction thirty (30) days in advance of your intended date of termination;
If You decide not to renew your Subscription, iSmart cannot be held liable for the loss of Service. Data will be held for one (1) year following non-renewal. After this period, iSmart may delete all information relating to Your account and any data linked to the same account.
Either party may also terminate these Terms with immediate effect by notice to the other party if:
- The other party becomes insolvent, makes any arrangement with or for the benefit of its creditors, goes into compulsory or voluntary liquidation, has a receiver, administrative receiver, liquidator or other similar official appointed over its assets, is subject to an administration or similar order or ceases trading;
- The other party commits a material breach of the Terms and (where such breach is capable of remedy) fails to remedy the breach within 14 days of a written notice from the party not in breach requiring its remedy; or
- Any license required for Us to operate the Services is revoked, terminated or modified or, in the case of new license requirements being imposed, the applicable license:
  - Is not granted to Us; or
  - Is granted to Us but in such a way as to prevent Us from continuing to make the Services available.
- We may terminate the Terms immediately upon notice in the event that any relevant legislation or regulation is implemented or modified with the effect that it is no longer commercially viable or possible for Us to make the Services available.
- If you are using the Free Service under these Terms You acknowledge that We reserve the right to, at Our absolute discretion, stop providing the Free Service to You on either a temporary or a permanent basis for any reason whatsoever without any prior notice
- Termination of the Terms for any reason does not affect any rights that have accrued to either party under the Terms up to the date of its termination and those terms and conditions of the Terms that are by their nature capable of surviving termination will continue in full force and effect following such termination.
- On termination of the Terms:

Force Majeure

Neither party will be liable for any delay in the performance of or any failure to perform any of its obligations under these Terms that is caused by any event which is beyond its reasonable control, including, but not limited to, the failure, malfunction or unavailability of necessary electronic communications, data communications and/or computer services, power supply failures or shortages, acts or omissions of third parties, acts of government or Regulators or electronic communications network congestion.

Assignment

Neither party will assign, transfer or sub-contract either in whole or in part any of its rights or obligations under the Terms without the other party’s prior written consent (not to be unreasonably withheld or delayed), provided that We shall be entitled without Your prior written consent to assign, transfer or sub-contract in whole or in part any of its rights or obligations under the Terms to any affiliated company.

Intellectual Property

All content, trademarks and data on our website, including software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to Us, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to You in these Terms, all other intellectual property rights on this website are expressly reserved.
We may grant You an individual, personal, non-exclusive and non-transferable license (“the License”) to use our proprietary software or application service, in object code form only, and only in accordance with the applicable Service Specific terms and other documentation, if any, and only in conjunction with the relevant services. You may not reverse engineer, de-compile, disassemble or otherwise attempt to establish the source code or underlying ideas or algorithms of our software; modify, translate, or create derivative works based on the software or application; copy, rent, lease, distribute, assign, or otherwise transfer rights to the software or application; or remove any proprietary notices or labels with regard to our services. We retain ownership of all propriety applications, software, intellectual property and any portions or copies thereof, and all rights in it. You will notify Us of any suspected infringement of Our intellectual property of which You become aware and will take all reasonable action as We may direct in relation to that suspected infringement where such is directly and specifically related to the services we provide you.
These Licenses terminate when Our contract with you ends and you must destroy and stop using all of our software and applications in your possession. The software is provided and applications are offered “as is” and subject to the service warranty disclaimers and limitations of liability found elsewhere in these Terms.
Content from Our website may not be used or exploited for any commercial and non-private purposes without Our prior written consent.
Hyperlinks: Any references and links from the iSmart Portal to websites of other companies are only provided for informational purposes by us. We have not verified all of these websites and have no influence whatsoever on the design or content of these linked sites. For this reason, we herewith explicitly assume no responsibility for any content of such linked sites should these contain any illegal or illicit content. Access to such websites via a link from the iSmart Portal takes place at your sole responsibility and risk.
- Hyperlinks to the index pages of the iSmart Portal are permitted. The linked site may not contain any illegal or pornographic content. The integration of individual pages of the iSmart Portal (with the exception of the index page) in the frames of other homepages is strictly prohibited.

Severability

If any term or other provision of these Terms is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of these Terms shall nevertheless remain in full force and effect.

Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with laws of Malta and the parties hereto submit to the non-exclusive jurisdiction of the Malta Arbitration Centre for the purpose of enforcing any claim arising hereunder.

Summary Terms and Conditions

You confirm that You hold the account username and password You have selected, or that You have the account holder’s permission to use this Service. By entering your username and password, you acknowledge that you agree to these Terms of Service and explicitly consent to receiving messages until you send [email protected] These Terms of Use should be read in conjunction with our Privacy Policy.

Effective Date of these General Terms of Use of Service: 6th December 2016